EXHIBIT 10.21
LICENSE AGREEMENT
This agreement is made and entered into as of the 12th day of January,
1995, between Visual Numerics, Inc. having its place of business at 0000
Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxxxx 00000 (hereinafter referred to as
"VNI") and Research Systems, Inc., having its principal place of business at
0000 Xxxxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxx 00000 (hereinafter referred
to as "RSI").
WHEREAS RSI is the owner of certain copyrights and trade secrets in the
interface code for the IMSL/IDL product; and
WHEREAS VNI wishes to obtain a license to the copyrights and trade secrets
in the interface code for the IMSL/IDL product;
NOW, THEREFORE, VNI and RSI agree as follows:
1. Definitions
1.1 "Effective date" means the date first set forth above, on which date
the term of this agreement shall commence.
1.2 "Interface Code" means the interface code (in source, object or
executable form) for the IMSL/IDL product which is the subject of U.S.
Copyright Registration No. TX 0-000-000 including all versions and
modifications thereof in VNI's possession as of the date hereof.
1.3 "Interface Trade Secrets" means all trade secrets of RSI contained in
the Interface Code, disclosed to VNI during development of the
Interface Code or in the possession of VNI as of the date hereof
relating to the Interface Code.
2. License Grant and Consideration
2.1 For good and valuable consideration, the receipt, sufficiency and
adequacy of which are hereby acknowledged, RSI grants to VNI a
perpetual, fully paid-up, nonexclusive, irrevocable license to use the
Interface Code and Interface Trade Secrets, and to reproduce,
distribute, license and sublicense in object code form the Interface
Code, and to prepare, distribute, license and sublicense derivative
works in object code form based on the Interface Code; provided,
however, VNI (a) shall hold the Interface Code and Interface Trade
Secrets in confidence in the same manner in which it protects its
valuable intellectual property, (b) shall have no right to disclose or
distribute to any third party, any portion of the source code portion
of the Interface Code or any of the Interface Trade Secrets except to
consultants and contractors working with VNI on product development
who have executed confidentiality agreements substantially the same as
those executed by VNI employees, and (c) shall take all precautions
which are reasonably necessary to prevent unauthorized use or
disclosure of the source code portion of the Interface Code and the
Interface Trade Secrets. In the event of a breach by VNI of the
provisions of this Section 2, VNI agrees that RSI, in addition to and
not in limitation of any other rights, remedies or damages available
to RSI at law or in equity, shall be entitled to temporary,
preliminary and permanent injunctions in order to restrain such breach
by VNI or its employees, agents, shareholders, representatives,
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independent contractors or other persons acting directly or indirectly
with or for VNI.
2.2 Notwithstanding the foregoing, VNI may escrow source code versions of
the Interface Code under the same terms that it can escrow the source
code to PV-Wave.
3. Warranty
3.1 RSI represents that it has full power and authority to grant the
rights granted in this agreement to VNI without the consent of any
other person. Further, RSI represents that to the best of its
knowledge, VNI's exercise of the rights enumerated in Paragraph 2.1
above will not constitute an infringement of any U.S. copyright,
patent, or trade secret of any third party.
4. Applicable Law
4.1 This agreement shall be construed in accordance with the internal laws
of the State of Colorado.
5.0 Enforcement
5.1 In the event that either party is required to enforce the terms of
this agreement, such party shall be entitled to receive the reasonable
costs and expenses, including attorneys' fees, incurred in connection
with such enforcement.
6.0 Entire Agreement
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6.1 This agreement sets forth the entire agreement between the parties
relating to the subject matter herein and merges all prior discussions
between them, and supersedes and replaces all prior agreements.
Neither party shall be bound by any condition, covenant, term or
warranty on this subject matter not expressly appearing herein or
provided for by subsequent agreements evidenced in writing and signed
by their duly authorized agents.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
executed by their duly authorized representatives.
Research Systems, Inc.
By: /s/ Xxxxx x. Xxxxx
Date: Title:
Visual Numerics, Inc.
By: /s/ Xxxxxxx X. Xxxxx
Date: Title:
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